Exhibit
10.26


 


RESACA
EXPLOITATION, INC.


RESTRICTED
STOCK AGREEMENT


 


THIS
RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into by
and between Resaca Exploitation, Inc., a Texas corporation (the “Company”) and Ralph Carthrae, an
individual and Employee of the Company (“Grantee”),
on the 17th day of July, 2008 (the “Grant Date”), subject to the Resaca
Exploitation, Inc. 2008 Stock Incentive Plan (the “Plan”). 
This Agreement is subject to the terms and conditions of the Plan, which
is incorporated herein in its entirety by reference.  Capitalized terms not otherwise defined in
this Agreement shall have the meaning given to such terms in the Plan.


 


WHEREAS, Grantee is an
Employee of the Company, and in connection therewith, the Company desires to
grant shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) to Grantee, subject to the
terms and conditions of this Agreement and the Plan, with a view to increasing
Grantee’s interest in the Company’s success and growth; and


 


WHEREAS, Grantee
desires to be the holder of shares of Common Stock subject to the terms and
conditions of this Agreement;


 


NOW,
THEREFORE, in consideration of the premises, mutual covenants
and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:


 


1.                                      Grant of Common Stock.  Subject to the restrictions, forfeiture
provisions and other terms and conditions set forth herein (a) the Company
hereby grants to Grantee, Ninety-Two Thousand Two Hundred Fifty-Nine (92,259)
shares of Common Stock of the Company (“Grant
Shares”), and (b) Grantee shall have all rights and privileges
of ownership of such Grant Shares subject to this Agreement and the Plan.


 


2.                                      Transfer Restrictions.


 


(a)                                  Generally.  Grantee shall not sell, assign, exchange,
pledge, encumber, gift, devise, hypothecate or otherwise transfer (individually
and collectively, “Transfer”) any
Grant Shares unless and until vested. 
The transfer restrictions imposed by this Section 2 shall
lapse in accordance with the following vesting schedule when the Grant Shares
become vested, provided that, subject to Section 3(a), Grantee then
is, and continuously from the Grant Date has been, an Employee of the Company
and there has been no termination of Employment.  The Grant Shares as to which such
restrictions have lapsed are referred to herein as “Vested Shares.”


 

















 


	
   

  	
  Vesting Date

  	
   

  	
  Vested %

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  First Anniversary of the Grant Date

  	
   

  	
  331/3

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Second Anniversary of the Grant Date

  	
   

  	
  331/3

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Third Anniversary of the Grant Date

  	
   

  	
  331/3

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


(b)                                 Dividends,
Splits and Voting Rights.  If the Company (i) declares a stock
dividend or makes a distribution on Common Stock in shares, (ii) subdivides
or reclassifies outstanding shares of Common Stock into a greater number of
shares of Common Stock, or (iii) combines or reclassifies outstanding
shares of Common Stock into a smaller number of shares of Common Stock, then
the number of Grant Shares subject to the transfer restrictions of this Section 2
shall be proportionately increased or reduced, as applicable, so as to prevent
the enlargement or dilution of Grantee’s rights hereunder.  The determination of the Committee regarding
the methodology for effecting such adjustments shall be binding.  In addition, the Grantee shall not have the
right to vote the Grant Shares while they remain subject to the transfer
restrictions of this Section 2.


 


(c)                                  Change
in Control.  If there is
a Change in Control of the Company (as defined in the Plan at such time), the
transfer restrictions of this Section 2 shall automatically cease
as of the effective date of such Change in Control, and all the Grant Shares
shall thus be 100% vested upon a Change in Control.


 


3.                                      Forfeiture.


 


(a)                                  Termination
of Employment.   If Grantee’s Employment is terminated due to
Grantee’s involuntary termination (except for Cause), including as a result of Grantee’s
death or Disability, then in any such event, all Grant Shares shall become
fully vested and transferable free of restrictions as of the effective date of
the termination of Employment.  The termination of Employment of
Grantee due to or as a result of the termination or expiration of the
Co-Employer Agreement, dated July 11, 2008, by and between the Company and
Torch Energy Advisors Incorporated shall be considered an involuntary
termination of Grantee’s Employment for purposes of this Agreement and then in
such event, all Grant Shares shall become fully vested and transferable free of
restrictions as of the effective date of the termination of Employment.


 


If Grantee’s Employment with
the Company is involuntarily terminated by the Company for Cause, or voluntarily
terminated by the Grantee for any reason (other than due to Grantee’s death or
Disability), including the Retirement of Grantee, then Grantee shall
immediately forfeit all Grant Shares which are not then Vested Shares.


 


(b)                                 Forfeited
Shares.  All Grant Shares
forfeited hereunder shall automatically revert to the Plan and become
canceled.  Any certificate(s) representing
Grant Shares which include forfeited shares shall only represent that number of
Grant Shares which have not been forfeited hereunder.  Upon the Company’s request, Grantee agrees to
tender to the Company any 


 


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certificate(s) representing Grant Shares
which include forfeited shares for a new certificate representing only the
unforfeited number of Grant Shares.


 


4.                                      Issuance of Certificate.


 


(a)                                  The Grant
Shares may not be Transferred until they become Vested Shares.  Further, the Vested Shares may not be sold or
otherwise disposed of in any manner which would constitute, in the opinion of counsel
for the Company, a violation of any applicable federal or state securities or
other laws or regulations, or any rules or regulations of any stock
exchange on which the Common Stock is listed. 
The Company shall cause to be issued a stock certificate, registered in
the name of the Grantee, evidencing the Grant Shares upon receipt of a stock
power duly endorsed in blank with respect to such shares.  Each such stock certificate shall bear the
following legend:


 


The
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including forfeiture and
restrictions against transfer) contained in the Resaca Exploitation, Inc. 2008
Stock Incentive Plan and a Restricted Stock Agreement entered into between the
registered owner of such shares and Resaca Exploitation, Inc.  Copies of the Plan and Restricted Stock
Agreement are on file in the main corporate offices of Resaca Exploitation, Inc.


 


(b)                                 The Certificate
issued pursuant to this Section 4, together with the stock powers
relating to the Grant Shares evidenced by such certificate, shall be held by
the Company.  The Company shall issue to
Grantee a receipt evidencing the certificates held by it which are registered
in the name of Grantee.


 


5.                                      Grantee’s Representations.  Notwithstanding any provision hereof to the
contrary, the Grantee hereby agrees and covenants that Grantee will not acquire
any Grant Shares, and that the Company will not be obligated to issue any Grant
Shares to the Grantee hereunder, if the issuance of such shares constitutes a
violation by the Grantee or the Company of any applicable federal or state
securities or other laws or regulations, or any rules or regulations of
any stock exchange on which the Common Stock is listed.  Any determination in this regard that is made
by the Committee, in good faith, shall be final and binding.  The rights and obligations of the Company and
the Grantee are subject to all applicable laws and regulations


 


6.                                      Tax Withholding.  To
the extent that the receipt or vesting of Grant Shares results in compensation
income to Grantee for any tax purposes, Grantee shall deliver to Company at
such time the sum that the Company requires to meet its tax withholding
obligations under applicable law or regulation, and, if Grantee fails to do so,
the Company is authorized to (a) withhold from any cash or stock
remuneration then or thereafter payable to Grantee any tax that Company
determines is required to be withheld, or (b) sell such number of Grant Shares
before their transfer to Grantee as is deemed appropriate to satisfy such tax
withholding 


 


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requirements, before transferring the
resulting net number of shares to Grantee in full satisfaction of its
obligations under this Agreement.


 


7.                                      Miscellaneous.


 


(a)                                  Certain
Transfers Void.  Any
purported Transfer of shares of Common Stock in breach of any provision of this
Agreement shall be void and ineffective, and shall not operate to Transfer any
interest or title in the purported transferee.


 


(b)                                 No
Fractional Shares.  All
provisions of this Agreement concern whole shares of Common Stock.  If the application of any provision hereunder
would yield a fractional share, such fractional share shall be rounded down to
the next whole share if it is less than 0.5 and rounded up to the next whole
share if it is 0.5 or more.


 


(c)                                  Not
an Employment Agreement.  This Agreement is not an Employment
agreement, and no provision of this Agreement shall be construed or interpreted
to create any Employment relationship between Grantee and the Company for any
time period.  The Employment of Grantee
shall be subject to termination to the same extent as if this Agreement had not
been executed.


 


(d)                                 Notices.  All notices under this Agreement shall be
mailed or delivered by hand to the parties at their respective addresses set
forth beneath their signatures below or at such other address as may be
designated in writing by either of the parties to one another, or to their
permitted transferees if applicable. 
Notices shall be effective upon receipt.


 


(e)                                  Shares
Reserved.  The Company
shall, at all times during the period that any Grant Shares remain subject to
this Agreement, reserve under the Plan such number of shares of Common Stock as
shall be sufficient to satisfy the requirements of this Agreement.


 


(f)                                    Amendment
and Termination.  No
amendment, modification or termination of this Agreement shall be made at any
time without the written consent of Grantee and Company.


 


(g)                                 No
Guarantee of Tax Consequences.  The Company makes no commitment or guarantee
that any tax treatment will apply or be available to Grantee or any other
person.  The Grantee has been advised,
and provided with the opportunity, to obtain independent legal and tax advice
regarding the grant, vesting, transfer and the disposition of any Grant Shares.


 


(h)                                 Severability.  In the event that any provision of this
Agreement shall be held illegal, invalid, or unenforceable for any reason, such
provision shall be fully severable, but shall not affect the remaining
provisions of the Agreement, and the Agreement shall be construed and enforced
as if the illegal, invalid, or unenforceable provision had not been included
herein.


 


(i)                                     Supersedes
Prior Agreements.  This
Agreement shall supersede and replace all prior agreements and understandings,
oral or written, between the Company and the Grantee regarding the Grant Shares
covered hereby.


 


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(j)                                     Governing
Law.  The Agreement shall be
construed in accordance with the laws of the State of Texas, without regard to
its conflict of law provisions, to the extent federal law does not supersede
and preempt Texas law.


 


[Signature page follows]


 


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IN WITNESS
WHEREOF, this Restricted Stock Agreement is made and entered into as of the
date first written above.


 


	
   

  	
  RESACA EXPLOITATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Lendrum, III

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John
  J. Lendrum, III

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  Resaca
  Exploitation, Inc.

  
	
   

  	
  1331
  Lamar Street, Suite 1450

  
	
   

  	
  Houston,
  TX 77010

  
	
   

  	
  Attn:  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE:

  
	
   

  	
   

  
	
   

  	
  /s/
  Ralph Carthrae

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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